Ares Capital Corporation

Good afternoon, everyone. Welcome to Aries Capital Corporation's third quarter ended September 30th, 2025 earnings conference call. At this time, all participants are in a listen-only mode. As a reminder, this conference is being recorded on Tuesday, October 28th, 2025. I will now turn the call over to Mr. John Stillmar, a partner on Aries Public Markets' investor relations team. Please go ahead, sir.

Great. Thank you and good afternoon, everyone. Let me start with some important reminders. Comments made during the course of this conference call and webcast and the accompanying documents contain forward-looking statements and are subject to risks and uncertainties. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC's filings. Aries Capital Corporation assumes no obligation to update any such forward-looking statements. Please also note that past performance or market information is not a guarantee of future results. During this conference call, the company may discuss certain non-GAAP measures as defined by SEC Regulation G, such as core earnings per share or core EPS. The company believes that core EPS provides useful information to investors regarding financial performance because it is one method the company uses to measure its financial condition and results of operations. A reconciliation of GAAP net income per share, the most directly comparable GAAP financial measure to core EPS, can be found in the accompanying slide presentation for this call. In addition, reconciliation of these measures may also be found in our earnings release filed this morning with the SEC on Form 8 . Certain information discussed on this conference call and the accompanying slide presentation, including information relating to portfolio companies, was derived from third-party sources and has not been independently verified. And accordingly, the company makes no representation or warranties with respect to this information. The company's third quarter ended September 30th, 2025 earnings presentation can be found on the company's website at www.AriesCapitalCorp.com by clicking on the third quarter 2025 earnings presentation link of the homepage of the investor resources section of our webpage. Aries Capital Corporation's earnings release and form 10Q are also available on the company's website I will now turn the call over to Court Schnabel, Aries Capital Corporation's Chief Executive Officer. Court?

Thanks, John, and hello, everyone, and thanks for joining our earnings call today. I'm joined by Jim Miller, our President, Jana Markowitz, our Chief Operating Officer, Scott Lem, our Chief Financial Officer, and other members of the management team who will be available during our Q&A session. I'd like to start by highlighting our third quarter results and we'll follow that with some thoughts on current market conditions and our positioning. This morning we reported strong third quarter results with stable core earnings of 50 cents per share, exceeding our regular quarterly dividend and generating an annualized return on equity of 10%. Gap earnings of 57 cents per share increased almost 10% sequentially and included robust net realized gains from the exit of a previously restructured portfolio company, as well as several equity co-investments. These outcomes led to another quarter of NAV growth, marking the ninth NAV increase in the past 10 quarters and underscoring our position as one of the few BDCs with consistent and growing dividends and cumulative NAV per share growth over the last 10 years. Let me start with our views on the market environment and how we are positioned. New issue transaction volumes are returning to a more normalized pace, driven by greater clarity on tariffs and the direction of short-term interest rates and narrowing bid-ask spreads on buyouts. With this healthier market backdrop, we saw a noticeable acceleration in the volume of transactions under review, both sequentially and compared to the prior year. with more deals reviewed in September than in any month this year. We also received an increase in requests from advisors who are running sale processes and looking for our indicative terms and pricing. Amid a firming market for M&A and ARI's leading presence in U.S. and global direct lending, we reviewed more than $875 billion in estimated transactions over the last 12 months. which was a record for us and supports our view that the market continues to expand. As a reminder, we view our origination scale, which enables us to be highly selective, as a critical driver of our long-term credit performance. The breadth of our origination platform provides the opportunity to pass on transactions when we cannot find acceptable documentation, terms, or pricing. Our scale and sector specialization enhances our market knowledge and underwriting capabilities, while also providing us a real-time view of relative value in the market. These factors contributed to net deployment for ARCC of $1.3 billion in the third quarter, more than double the prior quarter, while remaining highly selective on the transactions we pursued. Our focus on investing in the highest quality credits continues to support strong fundamental credit metrics. The last 12 months organic EBITDA growth for our portfolio companies remains in the low double digits, which is well in excess of market growth rates. Our interest coverage increased further to over two times and weighted average loan to values continue to be in the low 40% range. Our strong credit quality is also evidenced by our declining non-accruals on a quarter-over-quarter basis, along with net realized and unrealized gains and growth in NAV per share for the third quarter. We also take comfort in our portfolio's focus on domestic, service-oriented businesses, which mitigates risks associated with tariffs, shifts in government spending, and other recent policy changes. Our third quarter net realized gains reinforced our long-term track record of generating over $1 billion of net realized gains in excess of realized losses since our inception over two decades ago. Our differentiated results stem from our extensive origination capabilities, allowing for selectivity and strong underwriting, as well as our large and experienced portfolio management team. which focuses not just on minimizing losses, but also on maximizing returns when situations don't go as planned. We also benefit from our deliberate equity co-investment strategy that has generated attractive returns over time. Our third quarter results illustrate the value we provide to our shareholders from realized equity gains. Most notably, we recognized a $262 million realized gain on the sale of Potomac Energy Center, a previously underperforming investment that was on non-accrual in the past and was then restructured and ultimately owned by ARCC. With the restructuring of Potomac's balance sheet, the incremental capital we invested, our proactive management of the company, and patience, we were able to achieve an IRR of approximately 15% on our investment rather than incurring a loss. We also generated net realized gains from the exit of three equity co-investments, generating over $30 million in realized proceeds and representing a 2.5 times multiple on our original invested capital and an average gross IRR in excess of 30%. This supports our track record of generating an average gross IRR on our equity co-investment portfolio that was more than double the S&P 500 total return over the last 10 years. Collectively, our net realized gain performance both this quarter and cumulatively underscores the strength of our investment strategy and deep portfolio management capabilities that drive differentiated results for our investors. As I noted earlier, we believe our portfolio remains healthy and demonstrates solid underlying credit trends. With respect to risks, recently in the headlines, we have no exposure to First Brands or Tricolor, nor do we have any exposure to non-prime consumer finance firms like Tricolor. Following the recent events at First Brands, we've been asked about whether our portfolio companies use receivables financing. and if such financing poses any hidden risks for us. We do not believe there are hidden risks in our portfolio from the small number of portfolio companies that may use receivables financing. Additionally, as part of a normal, ordinary course business practice, our team thoroughly diligences any receivables financing arrangement, along with vetting the broader capital structure of the business during the underwriting process. If such financing remains in place post-close, it is typically subject to strict parameters and is monitored during the life of our investment. These structural safeguards are a core part of our documentation standards and, in our view, represent one of the strengths in our documentation, especially in comparison to the broadly syndicated markets. Like First Brands and Tricolor, another topic that has been in the headlines recently is software and the potential risks posed by AI. Let me make a few comments on how we have carefully constructed our software portfolio over two decades of investing in this sector and why we believe AI is much more of an opportunity than a risk for our software borrowers. As a starting point, Our software loans are financed at what we believe are conservative leverage levels with an average loan-to-value ratio of only 36%, and none of our software loans are currently on non-accrual. Our focus is on financing large, market-leading, and well-capitalized software companies with strong growth prospects. As an example, our software portfolio companies have a weighted average EBITDA of over $350 million, and they continue to demonstrate strong double-digit EBITDA growth over the last 12 months. Our borrowers are generally backed by leading sponsors in the software industry, who not only have substantial capital resources, but are also proactively investing in their platforms to embrace the changes and potential prompted by AI. While we believe AI excels at analyzing data and generating high quality content, it typically does not provide the foundational infrastructure required for critical business operations or systems of record. These functions still rely heavily on traditional software systems that can securely store data and facilitate complex transactions. We have therefore historically focused almost entirely on financing software companies that operate B2B platforms and typically serve highly regulated industries, leverage proprietary data, or deliver repeatable, consistent results core to business operations. Importantly, these companies are deeply embedded within customer operations and also benefit from high switching costs given the risk of business disruption from moving to alternative vendors, which in our view provides additional layers of durability and resilience against potential AI disruption. While we believe AI poses minimal risk to our software loans, advancements in AI remain an important component to future value creation for these businesses. For example, insights generated by AI can enhance these foundational systems by improving analytics, user experience, and operational efficiencies while serving as a valuable complement and not typically a replacement for mission-critical software. Importantly, these views reflect ARIE's ongoing collaboration among our highly experienced software investment team, our in-house software analysts, and ARIES in-house AI experts at Bootstrap Labs, a leading AI-focused venture capital investment team that joined the ARIES platform a few years ago. We leverage our entire platform to drive credit decisions on each software transaction we consider, as well as in our quarterly valuation and risk assessment processes led by our portfolio management team. Now, before turning the call over to Scott, let me address our outlook on our future earnings potential and dividend levels in light of market expectations for further declines in short-term interest rates. We believe there are distinct competitive and financial factors that position ARCC to maintain its current dividend level for the foreseeable future, despite the potential headwinds to earnings posed by lower short-term interest rates. As a starting point in the third quarter of 2025, our core earnings continued to exceed our dividend. Second, during the last period of rising short-term interest rates in 2022 to 23, we intentionally set our dividend at a level equivalent to a 9% to 10% ROE, which is a level we have historically achieved through different interest rate cycles over the last 20 years. We set the dividend at this level because we believe we can sustain this level of profitability through market cycles. The third point worth highlighting on this topic is what we view as our unique financial position with multiple levers to expand earnings or offset headwinds solely from falling market rates. Notably, our balance sheet leverage remains around one times, which is well below the upper end of our target range of 1.25 times. giving us ample flexibility to drive higher earnings by supporting prudent growth using our efficient sources of capital. We also believe there is growth potential to capitalize on higher yielding opportunities within our 30% non-qualifying asset basket, including through strategic investments like Ivy Hill and SDLP. Additionally, given the prospects for a more active environment alongside our origination scale, we believe there is potential for increased velocity of capital, which could drive additional capital structuring fees to further support our earnings. Lastly, the historical strength of our earnings and credit performance has provided us with $1.26 per share in spillover income, which is equivalent to more than two quarters of our current dividends. We believe this level of spillover income gives further visibility to our investors since it provides a cushion to support our quarterly dividends in the event of temporary shortfalls in our quarterly earnings. In summary, we had a strong quarter with healthy credit performance and financial results that demonstrate our enduring competitive advantages. And with that, I'll turn the call over to Scott to walk us through our financial results and the continued progress we're making on our strong balance sheet.

Thanks court. This morning we reported gap net income per share of 57 cents for the third quarter of 2025 compared to 52 cents in the prior quarter and 62 cents in the third quarter of 2024. We also reported core earnings per share of 50 cents compared to 50 cents in the prior quarter and 58 cents for the same period a year ago. This is the 20th consecutive quarter of our core earnings exceeding our regular dividend. demonstrating our ability to consistently cover our dividends. Drilling a bit more into the net realized gains that Court highlighted earlier, we generated $247 million of net realized gains on investments during the third quarter, which represents our second highest net realized gain quarter since our inception and brings our cumulative net realized gains on investments since inception to approximately $1.1 billion. Similar to last quarter, we incurred capital gains taxes related to certain of the net realized gains, which amounts to $72 million in the third quarter. While we do not typically pay taxes on the annual income we generate, we occasionally incur taxes on certain gross realized gains. Even net of these taxes, our net realized gains on investments remained a healthy $175 million for the third quarter. Turning to the balance sheet, our total portfolio at fair value at the end of the quarter was $28.7 billion, which increased from $27.9 billion at the end of the second quarter and $25.9 billion a year ago. Difting to our funding and capital position, we have remained active in adding capacity, extending our debt maturities and reducing costs at our committed facilities. In July, we added nearly $500 million of additional capacity across our credit facilities. We also reduced the drawn spreads on two of our credit facilities by 20 basis points each to 180 basis points over SOFR and extended the maturities on both to July 2030. We continue to benefit from our longstanding banking relationships, which are supported by our scale as well as our long-term track record through cycles. The significant diversification of our overall portfolio also has direct benefits for our credit facilities, enhancing the attractiveness of the collateral pool that supports the facilities. For context, our asset-based bank credit facility advance rates are generally similar to the AA-rated tranche of a typical middle-market CLO. It is important to highlight that a AA middle-market CLO tranche has never defaulted. With this low level of risk, the current bank capital framework supports a return on capital for our banks that is significantly more attractive than if the banks held the individual loans directly on their own balance sheets. Beyond the systemic benefits that this type of lending provides the banking system as a whole, the strength of our relationships and economics that we can provide our banks further strengthens our ability to be an investor through all cycles. In addition to our continuing engagement with our banking partners, we also further expanded our non-bank capital sources in September by issuing $650 million of unsecured notes priced at 5.1% and maturing in January 2031. These notes were issued at a spread inside of our previous notes issuance in June. Consistent with our recent offerings, we swapped this issuance to floating rate, therefore positioning our funding costs to decrease with expected declines in SOFR. As a reminder, ARCC remains the highest-rated BDC across the three major rating agencies. In addition to these strategic advantages embedded in our funding, our overall equity position remains strong, totaling $6.2 billion, including available cash. In terms of our leverage, we ended the first quarter with a debt-to-equity ratio net available cash of 1.02 times. We believe our significant amount of dry powder positions as well to actively support both our existing and new portfolio companies. Finally, our fourth quarter 2025 dividend of 48 cents per share is payable on December 30th to stockholders of record on December 15th. ARCC has been paying stable or increasing regular quarterly dividends for 65 consecutive quarters. In terms of our taxable income spillover, we finalized our 2024 tax returns and determined that we carried forward $878 million, or $1.26 per share, available for distribution to stockholders in 2025. As Court stated, we believe our meaningful taxable income spillover provides further support for the long-term stability of our dividends and continues to be one of our significant differentiators. I will now turn the call over to Jim to walk through our investment activities.

Thank you, Scott. I will now provide some additional details on our investment activity, our portfolio performance, and our positioning. In the third quarter, our team originated over $3.9 billion in new investment commitments, an increase of more than 50% from the previous quarter. About half of our originations supported M&A-driven transactions such as LBOs and add-on acquisitions, which highlights our ability to benefit from the early signs of a more active and M&A-driven market environment. Further reflecting this broader trend of growing M&A, approximately 60% of our third quarter originations were with new borrowers, a shift from the past few quarters where the majority of our originations were from incumbent borrowers. We believe the shift reflected an influx of high-quality companies coming to market in the early part of a potential M&A cycle. Our origination activity continues to underscore our broad market coverage. About a quarter of our new investments were made in companies with EBITDA below $50 million, which highlights our strong presence in the core middle market and lower middle market, as well as the more visible upper middle market. On the upper end of the market, we led the $5.5 billion financing for the Take Private transaction of Dun & Bradstreet, the largest private credit LBO recorded to date. This well-established, high-quality company with strong recurring cash flows chose Aries to lead their financing as an alternative to the syndicated markets due to our flexibility and execution certainty. Alongside this increased activity, Our credit spreads remain stable. Our new first lien commitments in the third quarter were completed at spreads that were consistent with the prior quarter and actually 20 basis points higher than the prior 12-month average. We achieved these pricing results with attractive risk profiles as well, as the spread per unit of leverage on first lien loans completed in the third quarter was the highest in more than a year. Our broad origination team and flexible approach continue to drive our ability to source opportunities with differentiated yield profiles, including the selective use of PIC preferred investments. In the third quarter, we generated an IRR in excess of 20% on the exit of three preferred PIC investments. These PIC preferred securities are invested in large established companies with an average EBITDA of roughly $480 million. Our PIC preferred investments have a low double digit fixed rate yield and implied loan to value ratios in the 50 to 60% range. On average, we value these investments at 98% of cost at the end of the third quarter. Reflecting a more active market environment, we experienced increased repayments through change of control transactions, including from investments that were accruing PIC income. As a result, and as disclosed in our cash flow statement, these full repayments generated PIC collections that were actually greater than the aggregate amount of PIC income we accrued for the third quarter. Shifting to our portfolio, our $28.7 billion portfolio at fair value increased nearly 3% quarter over quarter and over 10% year over year, further underscoring the extent of our origination scale at ARCC, even during the slower transaction environment experienced in the market over the past year. Our portfolio continues to be highly diversified across 587 companies and 25 different industries. This means that a single investment accounts for just 0.2% of the portfolio on average and our largest investment in any single company, excluding our investments in SDLP and Ivy Hill, is less than 2% of the portfolio. We believe our emphasis on portfolio diversification and industry selection reduces the frequency and impact of negative credit events on the company. As Court mentioned, The credit quality of our portfolio continued to demonstrate strength and resilience in the quarter. Our non-accruals at cost ended the quarter at 1.8%, down 20 basis points from the prior quarter. This remains well below our 2.8% historical average since the great financial crisis and the BDC industry historical average of 3.8% over the same time frame. Our non-accrual rate at fair value also decreased by 20 basis points to 1%. Finally, on credit, our grade one and two investments representing our lowest two rating buckets in the aggregate declined from 4.5% to 3.6% of the portfolio at fair value quarter over quarter. And our portfolio company's average leverage levels and interest coverage ratios both improved when compared to last quarter and the prior year. The health of our portfolio is also reflected in the profitability and growth profile of our borrowers. In the third quarter, the weighted average organic LPM EBITDA growth of our portfolio companies was again over 10%. Importantly, this EBITDA growth rate was more than double that of the broadly syndicated market based on a second quarter analysis done by JP Morgan. Additionally, Both our sponsored and non-sponsored companies are growing EBITDA at consistent rates. As a reminder, we believe our industry specialization has allowed us to further penetrate the non-sponsored market as well as service the sponsored market in a differentiated way. Further to my earlier point on our extensive market coverage and its role in attracting strong, high-performing companies within the middle market, we continue to see healthy growth across the lower core and upper middle market segments of our portfolio. Importantly, size is not a distinguishing factor of performance in our portfolio as companies with EBITDA of less than $25 million had EBITDA growth that was modestly higher than the rest of our portfolio. Looking ahead, we are seeing healthy transaction activity levels so far in the fourth quarter. Our total commitments for the fourth quarter to date through October 23rd, 2025 were $735 million. And our backlog reached a new record of $3 billion as of October 23rd, 2025. As a reminder, our backlog contains investments that are subject to approvals and documentation and may not close, or we may sell a portion of these investments post-closing. In closing, Our strong earnings this quarter are underpinned by many durable advantages that we believe continue to drive differentiated results for our investors. In today's environment, we remain focused on leveraging our origination scale to see as wide an opportunity set as possible, maintaining our rigorous credit standards, negotiating appropriate documentation, and being highly selective around deal flow. We remain confident that sticking to our longstanding principles will support our ability to continue to capitalize on new opportunities and build on our track record of strong performance. We are proud that our declared fourth quarter dividend of 48 cents per share extends a record of over 16 straight years of stable or increasing regular dividends for our shareholders. As always, we appreciate you joining today and we look forward to speaking with you in the future. With that, operator, please open the line for questions.

Certainly. Thank you, sir. Ladies and gentlemen, at the star 1 on your telephone, if you would like to withdraw your question, please press star 2. Please note, as a courtesy to those who may wish to ask a question, please limit yourself to one question and one single follow-up. If you do have additional questions, you may re-enter the queue. Additionally, the investor relations team will be available to address any further questions at the conclusion of today's call. With that, we'll go first this afternoon to Finian O'Shea with Wells Fargo.

Hey, everyone. Good morning. Corey, I just want to hit on a couple of your inputs on dividend coverage, one with the sort of traditional levers, more on-balance sheet leverage, more perhaps junior or alpha-laden opportunities. Can you remind us if on an allocable capital framework, ARCC is different to have more of this stuff tilt toward it versus ASIF as the market opens up for this kind of opportunity? Or should the two vehicles continue to become essentially the same going forward?

Yeah, thanks, Finn. Yeah, both vehicles will get allocated any kind of deal based on the available capital math. And that is a allocation policy that we've had in place for a very long time and has not changed. You know, obviously those types of transactions have been more muted of late, but I do think as we see overall transaction activity increase, and in particular changes in control activity, and even potentially as, you know, rates do decline further, that hopefully will create more junior capital opportunities. We've seen that be a product of those kinds of trends in the past. And ARCC will certainly get its fair share of those transactions.

And just to be clear like that, maybe I could have worded it better, that math is the same overall for a percentage of allocation to the more junior or plus 700 or sports equity and so forth.

Yeah, I would also just say it's more profile than NRCC, so that's also part of the decision-making in terms of of the assets that may go into those funds as well.

But yeah, Finn, if you're talking about different types of assets, whether it's sports and media or infrastructure assets or any kind of assets, it's all based on mandate of the fund, of which ARCC obviously has an extremely diverse and flexible mandate, and then available capital. And so that's how those deals get allocated. And ARCC, obviously, being our most flexible vehicle, gets a sliver, gets a piece of almost everything we do.

Appreciate that. And if I could do one on the spillover component, can you give us color on how big of an input that would be to support the base dividend? Would you run it all the way down before cutting the base dividend or halfway down? Is there sort of a target or threshold there as to how much support that would be? And that's all for me. Thanks.

Yeah, Finn, I mean, look, first of all, we have a lot of confidence, as we talked about in the prepared remarks, of covering the dividend in the foreseeable future. And, you know, we're running lots of different modeling scenarios, including, you know, base rate declines as forecasted in the curve or further declines, all different kinds of scenarios, obviously liability costs. And we just feel very confident. So I don't know that I – really want to speculate in terms we would be in the instance well into the future that that doesn't hold up. But I think the reason why we talk about the spillover income is because it does provide additional stability to the dividend if needed. If core earnings temporarily drops below the dividend level, we have rarely seen that in the course of our history. But the amount of spillover hopefully just provides a lot of comfort for shareholders. But I don't think it's worth speculating as to all the different scenarios that could occur and how much of that spillover we might need to use.

Okay, thanks. Thank you. We'll go next now to John Hecht at Jefferies.

Hey, guys. Thanks very much for taking my questions. You guys gave a lot of information about the market and your sustainable competitive advantages in the call. But if you kind of step higher level, I'm wondering, thinking more about broadly in the industry, how would you describe competition in light of the fact that spreads are fairly narrow, there's a lot of competition out there, but also over the last few weeks as there's been a couple of events, that have, you know, probably caused some disruption, you know, reverberations industry-wide? How do you, you know, the one-minute kind of explanation of your perspective of industry competition?

Yeah, look, I think it's a competitive environment as it's always been over our 21-year history. It's just sometimes new competitors come in, some competitors leave. Obviously, we've seen as the industry has matured and we've moved up market, certain competitors compete. up market with us. We have a different set of competitors that compete in the middle market and in the lower middle market. We've talked a lot about how we believe we are the only scale direct lender that competes across lots and lots of different markets. And then when we go into our non-sponsored origination and the various industry verticals, we see a whole other set of competitors. So it's really hard to generalize. The events of the last few weeks, I would say it's a little too early to say, but so far there's been no real significant impact to the competitive landscape. If you're talking about just the news around tricolor and first brands and a few of these issues that are cropping up, in the broadly syndicated market, you know, it's not really impacting our market that much so far. And again, I think it probably does highlight that our documents and protections and our credit selection is differentiated relative to the broadly syndicated market. So, long-winded answer of saying a little too early to say and no real impact so far.

I'll add one thing, Cord. We also get the benefit when the broadly syndicated market does see reverberations, as you said. That's a great time for private credit. Those are moments in time where we can take market share from the broadly syndicated market, and people are looking for that certainty. So those moments... And, you know, sometimes they're short a week or two, sometimes they're a month or longer. Those moments tend to be quite favorable for us.

Yeah, that makes sense. And second, a non-related question, I'm just curious if there's an update on some of the, we'll call it regulatory opportunities, like AFSC, just I haven't heard much about that for a few months, and I'm wondering if there's anything to discuss there.

Nothing all that meaningful, John. I mean, there was some temporary excitement around progress that had occurred down in Washington on that front. But it's hard for us to get too excited because we've seen it, you know, kind of go up and down in its momentum over the last few decades, frankly. So we try not to read in too much to the movements, you know, kind of month to month or even year to year.

Great. Thank you guys very much.

Thank you. We'll go next now to Aaron Saganovich at Truist Securities.

Thanks. Just following on the line of questioning about, you know, where are we in the cycles at a late cycle or got tight credit spreads. You laid out a lot of reasons why things continue to go well for you with, you know, EBITDAs rising at your portfolio companies, a lot of activity. You know, what are some of the guideposts that you're looking for that would, you know, maybe cause you to be a little bit more strict in terms of your underwriting? And what are some of those things that we might be able to monitor from afar?

Yeah, it's not too complicated. I mean, certainly underlying EBITDA growth or, you know, potential reductions in that growth would be something we would look at. We're always looking sector by sector as well. We talk about the overall portfolio average EBITDA growth, which again remains double-digit growth and bounces around here and there, but still remains really strong. But we're looking underneath the hood there at all the individual industries that are driving that growth, and we're not really seeing trends in certain industries that would lead us to believe that there are points of weakness in you know any kind of individual sector you know so if we did see those we would we would certainly point those out but that would be you know number number one on the list You know, obviously, overall access to capital, the flow of credit in the markets, historically, when you see credit start to seize up, you know, that can also then flow through and create problems for businesses and lead to downturns. Again, we're seeing that actually go the other way now in terms of increased activity in the m a market um our transaction volume and opportunities remain really strong um so you know that would be something else to look for but again no no signs on the horizon there so i i don't there's nothing we're seeing here at aries capital that would tell us um that we're you know nearing the end of any kind of cycle. Certainly from an M&A standpoint, the M&A cycle, I think we feel like we're at sort of an early end of a new cycle that's beginning. And you can see that in our origination numbers this quarter, which tilted toward 60% new borrowers for the first first time in a long time, usually trending around 50% or even, you know, more recent in the last year or two, you know, 30, 40% went up to 60%. Change of control transactions were over half of our origination. So I think the M&A market really is picking up. And, you know, I think that's also a sign that people feel good about the stability of the economy, where we're going, underlying businesses. and we're seeing that reflected in that transaction volume. So that would be my answer to your question.

Yeah, no, that's very helpful and largely what I would have expected, but it's good to hear you say it. And the second question is kind of a quicker one, but you had commented on September being one of the busiest months, but spreads on first lean for your investments in the third quarter actually rose a little bit. It seems a little bit backwards, obviously not a big amount. I think you said 20 basis points, but just curious as to those dynamics.

I think the dynamics are that it reflects the broad origination funnel that we are able to capitalize on here by virtue of being managed by Aries Management and all the different deals that we're able to see come into the platform and originate. Yeah, I'm glad you pointed it out. Look, we put out $3.9 billion of gross originations in the third quarter at an average spread of so for plus 560. And that went into borrowers at an average leverage of 4.8 times. So we certainly feel like it is a good investing environment to be in despite the You know, the fact that it is competitive like we talked about before. We think we have meaningful competitive advantages in terms of the types of deals we see. And it'll be interesting to compare our originations and those metrics that I just put out relative to our competitors as we see people put out earnings over the coming weeks. Great.

Thank you. We'll go next now to Melissa Weddle at J.P. Morgan.

Good afternoon. Thanks for taking my questions. I think from our conversations, it seems like what's been driving some of the price action in the industry the last few months has been concerns about two things. One is earnings power, and the second would be credit. I think you've addressed the credit. You're not seeing anything thematic, and it's certainly showing up in the nominal cool rates. I was hoping to dig in a little bit more on the earnings power and follow up on some of the levers that you talked about earlier. that you could pull. One of the things you talked about was being a bit below the top end of your target range in terms of portfolio leverage of one and a quarter. Given that you have bandwidth there to increase leverage at the portfolio level, I'm curious how you're thinking about using the at the market program, especially as share prices have declined.

Yeah, sure. Thanks for the question. You know, so I think as you probably can see, we've been reducing the amount of at-the-market issuances over the last three quarters. So we've went from... $400 to $500 million a quarter, down to, I think, $300 million last quarter, down to $200 million this quarter. So, you know, that's been influenced by a view that we are operating slightly below the midpoint of the range on leverage, that 0.9 to 1.25 times range, and our desire to get a little bit more into leverage here over time. Again, we do like the position that we're in. At one time, it's a conservative place to be. It positions us well to capitalize on opportunities in the market. As Jim mentioned earlier, maybe there's an opportunity the broadly syndicated market seizes up. We want to be in a position to have that kind of financial flexibility. But we do think it's appropriate to potentially start moderating that ATN, which is what we've done over the last several quarters, not to say what the future will hold, but that's been our view. So I don't know too much more to say on that topic, Melissa, but hopefully that's helpful.

It is, and I appreciate that. And then in terms of further optimizing the non-qualifying asset bucket. I'm curious if there's anything in particular or forthcoming in the near term on that, and if not, maybe more generally, would you think about additional assets there that would be similar to your current exposures in IHAM or SDLP, or would it be a different type of exposure, and just how you're thinking about that sort of longer term? Thank you.

Sure. Yeah, sure. One good piece of news that we certainly are happy to report is on the SDLP joint venture, which is that we did recently amend the documents in that joint venture and our relationship with our liability providers or the joint venture's liability providers to lower the cost of capital on those liabilities. which did result in a 100 basis point increase in the yield on the SDLP that you can see in our numbers on a go-forward basis. So I think that will provide a nice boost to the return on that program. You know, I think our ability to increase the utilization of SDLP and to help IHAM – hopefully achieve more growth as well, will, you know, partially be based on the overall transaction volume in the market and our ability to originate, which, again, has been increasing. So that gives us confidence that we should be able to better utilize some of those joint ventures and structures within our 30% basket. I think, Melissa, it's probably, hopefully, does that answer your question or is there something else you were getting at there?

No, that is helpful. Thank you.

Thank you. We'll go next now to Casey Alexander at Compass Point.

Yeah, good morning, or good afternoon, and thanks for taking my questions. My first question, and it might sound a little convoluted, but, you know, we've gone through this mini hysteria, you know, created by um, you know, the wet blanket of the worst private credit thrown over the entire arena, um, as if it's all encompassing. So first of all, you should change the name of what you do and take the words private credit out of it. But, but I'm wondering if this mini hysteria, did you notice any even temporary stall in the market? There's, you know, so much over the last couple of quarters of, There were more loans leaving the directly originated private credit arena for the broadly syndicated market. Have you felt some relief from that? Because clearly the banks have been twisting themselves into knots over this. And, and also, you know, spreads have been at all time tights, you know, which again, doesn't presuppose a real credit crisis. Does it feel like you might see new origination spreads that's in the broadly syndicated market widen out a little bit, which would also allow you some more spread relief?

Sure. Thanks, Casey. So a few things in there. I think, you know, first of all, yeah, much too much noise made about the banks and private credit and Fighting over assets, I really think that that is way overstated. We as an industry have been both working together with banks and competing with banks on transactions for decades. This is really nothing new. It's just that I think the dollar amount of the transactions as an industry that we're now providing have gotten to the point where it's starting to get more attention. But the dynamic is really nothing all that new. Banks are great partners for us. They provide leverage facilities on a lot of our funds including, obviously, ARCC. And, you know, there are movements in the market from time to time where borrowers are more apt to, you know, lean toward broadly syndicated transactions. Sometimes borrowers are more apt to lean toward private credit transactions. The longer term trend is obviously borrowers moving more toward private credit transactions because of the value of certainty, knowing that the capital is going to be there in all market environments. And every time we go through a period of volatility where the broadly syndicated market gets choppy and maybe can't support its borrowers or banks get hung on transactions that they're looking to syndicate, that just reinforces that long-term trend and makes it so that borrowers are more apt to consider private credit, even when banks are back and the broadly syndicated market's back. The banks, broadly syndicated market, this year, but on the whole, more transactions were still done in the private credit market than the broadly syndicated market. So, you know, I think on that, not much more there to add, Casey, but we can get more into it if there's something specific that I missed there in that part. I guess on the question about spread widening, I think you were, sorry, maybe restate the spread question again.

Well, just, you know, before we had this mini, you know, hysteria over private credit driven by two loans that went bad, spreads were at all-time tights, you know, so I'm just wondering if you've seen, you know, and a lot of that driven by really aggressive bidding in the broadly syndicated market, have you seen any deals in the broadly syndicated market that might indicate that they're widening out a little bit? Because you guys do, to a certain extent, price against that market.

Yeah, well, I think Jim actually made that point, which is it could create that opportunity. It's a little early. I just think it's a little early. I'm not going to say that we've really seen that cause and effect exactly yet, where all of a sudden we're seeing deals – tip our way because of that. But certainly that would, you know, could potentially be an outcome. I think what really matters is how long and sustained the sort of concern or dislocation or spread widening in the broadly syndicated market lasts. Because our market, one of the benefits of our market, I think, certainly for borrowers is that we don't move in lockstep with the broadly syndicated market, right? We lag a little bit. We're a little bit more stable. We take a longer-term view because we're holding these assets. We're not looking to sell the assets. So we're not going to move up and down 25, 50 basis points in line with the broadly syndicated market when it moves. So I think time will tell. We'll just have to wait and see.

All right. Thanks for that. And I do have one follow-on. I think that's a great answer, though. Thank you. In the recent developments, you pointed out that in your exits, you recognized total net realized losses of $67 million. Can you tell us where that was relative to their third quarter marks? I mean, is there likely to be an unrealized offset to that because they were close to the marks, or is there some difference in there? Yeah, they were pretty much right at the marks. That's what I assumed since it was so close after the end of the quarter. All right, thanks for taking my questions.

Great, thank you.

We'll go next now to Doug Harder with UBS.

Thanks. Hoping you could talk about your expected pace of exits in the near term and how that might influence kind of the velocity.

of portfolio turnover and fee income you can generate it usually moves you know kind of in lockstep with overall transaction volume in the market and new originations so we've talked about that in the past too people get sometimes a little concerned when transaction volume declines like we saw in the second quarter of this year, but then exits decline as well. So they kind of move together and the net number really is, I think, a more important number to look at. Obviously, this quarter was very strong on a net basis as well, over a billion dollars, even though the exits did increase. So I don't know that I could provide anything super insightful there other than just to say it kind of moves together with overall transaction volume.

Makes sense. Thank you.

Thank you. We'll go next now to Robert Dodd with Raymond James.

Hi, guys. In talking about, you know, supporting earnings power, et cetera, I mean, one thing that stood out to me this quarter is other income looked quite high. I mean, by any historic standards. Now, I mean, that's not usually where the origination fees go, but, you know, it could be amendments, can be consulting. Can you give us any idea, like, what drove that? And is that now going to be more geared to just what? activity is rather than the which obviously drives the capital of structuring fees or is there been more of an effort to seek out like kind of consulting kind of fee arrangements and maybe you know is that going to be an ongoing story in terms of one of the tools to support earnings power

Yeah, thanks, Robert. And that's mainly, you know, typically like transaction or like amendment type fees. So I would not necessarily say that's, you know, replicatable every quarter. So really more one-time in nature. The capital structure fees are really more indicative of the origination volume.

Yeah, yeah, yeah, got it. Thank you. On the AI question, you know, I mean, like you mentioned, you have the in-house... think tank for lack of a better term from from several years back how has that has that changed over the last couple years how you go about underwriting software i mean you you laid out in the prepared remarks all the ways you do it currently but i mean is that fundamentally or in any way different today because of the in-house ai expertise or is it just always been that way

Yeah, great question. Look, I think multi-part answer. Number one, it's always been that way in terms of our desire to provide capital to software that is foundational and infrastructure-like in its business model, i.e. software that is highly ingrained in the workflows of its customer base, that powers off of, and a key part of its value prop is off of a proprietary database. And in a lot of times software that is provided into highly regulated end markets that are extremely reliant on high quality data and accuracy of data and auditability of data. So that has always been our strategy in software for decades. And so that really hasn't changed. I think what over the last few years when the rise of AI and obviously our focus Our focus on making sure that our portfolio is defensively positioned and certainly any new investment we make is defensively positioned. Obviously, we're spending a lot more time thinking now about what AI is good at and what it's not good at. to ensure that we continue to build a portfolio that is resistant to disruption. When you think about what AI is good at, it's really good at creating content. It can create amazing content so much faster than humans can. It is very good at analyzing and synthesizing lots of data. It doesn't actually house the data. It's not a database, but it can synthesize lots of data. And so you want to make sure that you're not investing in software companies that are simply providing content, you know, learning modules, you know, delivered over software. That can be disrupted. So those are the kind of areas we're trying to make sure that we're staying away from, or, you know, software companies that are just analyzing third-party data. That would be something to stay away from. And we want to make sure we're still very focused on providing software to companies that are actually powering businesses and are entrenched in businesses and are infrastructure-like in their nature.

Got it. Thank you.

Thank you. We'll go next now to Paul Johnson with KBW.

Yeah, thanks for taking my questions. Just one a little bit further on Doug's questions for exits, but I'm just wondering if you have any sort of updated outlook, I guess, in terms of monetizations and sort of further gains from realizations this year, or if the Potomac intermediate kind of represents more of the meaningful opportunity there near term.

Yeah, look, I think obviously our strategy is to leverage our portfolio management team to make sure, as I said in the prepared remarks, we are not only avoiding losses but capitalizing on potential opportunities to make big gains. Potomac is a great example, but it's not the only example of our history, and I can certainly guess that it's not going to be the only example going forward into the future. Can't give forward-looking guidance or remarks about what might be the next big gain, obviously. But I guess what I would say is we provide a lot of disclosure for all of our investors in our SOI, in our 10Q and 10K. And you can see every investment we have, the nature of that investment. You can see the investments we have that are restructured where we own equity or own the businesses outright via those restructurings. And that could provide some clues as to, you know, what might be sitting in the portfolio that could provide future gains for But, you know, I'd venture a guess that that will not be the last one that you guys will see.

Appreciate that. Very helpful. And then the last one is just kind of higher level I had. But, you know, we see like a mega financing deal like the EA Sports, JP Morgan-led deal there, LBO Financing. Does a deal of that size do enough, I guess, to kind of soak up any sort of oversupply of capital in the financing markets, or is kind of the reality we would need to see a number of those to really accelerate sort of a balance of the supply and demand of capital in the private credit market?

Yeah, I think it helps. I mean, I don't know that one deal alone is going to move markets. You probably need several, but that's a lot of capital. So I think if we start to see, and again, it's just emblematic of what I said earlier, the markets are functioning very well. The credit market money's flowing, buyouts, new buyouts are happening. And if we start to see a number of these larger buyouts, I do think actually that will, you know, start to potentially widen spreads, you know, soak up demand in the broadly syndicated market, move deals back our way. So every deal like that, I think helps.

In the market, we're seeing a fair amount of the regular way activity, but we're also seeing a regular cadence of larger transactions, right? There's becoming more common, you know, records are broken over and over again, but it's really more about the regular cadence of large transactions that helps absorb the capital into the market.

Got it. Appreciate it. That's all for me. Congrats on a good quarter. Thanks.

We'll go next now to Kenneth Lee at RBC Capital Markets.

Kenneth Lee Hey, good afternoon, and thanks for taking my question. Just one for me. You touched upon this in your prepared remarks around receivables financing and more broadly, I guess. When you look at any kind of off-balance sheet financing, I wonder if you could just remind us, how does Aries Capital avoid such situations? And more specifically, how are they flagged during the due diligence process when you're making new investments? Thanks.

Yeah. Well, so they're flagged during the due diligence process by an exhaustive analysis of all of a company's liabilities on balance sheet and off balance sheet. We obviously have In almost every transaction, we do new transaction. We have a quality of earnings provider that's coming in and doing a third party report, scrubbing numbers, asking lots and lots of questions. Companies are required to disclose their liabilities to us as part of the reps and warranties. So it is diligentable at the outset and at the underwriting of the transaction. And then on a go forward basis, we have protections in the document. We have baskets that limit securitization facilities, which includes factoring of receivables and all different sorts of off-balance sheet liabilities. And those baskets are tight. And we talk a lot about the baskets in the private credit market or the documents in the private credit market being tighter than the documents in the broadly syndicated market. And this is just one very good public example of, you know, something where the broadly syndicated market documents were a little bit looser. And I don't expect that you would see that occur in one of our transactions.

Gotcha. Very helpful there. That's all I had. Thanks again.

We'll go next now to Sean Paul Adams at B Reilly Securities.

Hey, guys. Good afternoon. Most of my questions have already been asked and answered, but on the portfolio grade, the weighting improved quarter over quarter, and the median non-accruals declined. Do you view any general improvements in the economic environment, or is it just a reflection of the runoff of non-accruals from the portfolio?

I think the economic environment is pretty stable, so... I think it's just the runoff of, uh, of a couple of the non accruals, you know, um, the number obviously bounces around a little bit quarter to quarter. The movement wasn't, you know, anything extreme. So I don't think there's much to read into there.

Got it. And that's a quick followup on spreads. You guys talked about this, um, pretty in depth, but you know, there is a race towards the bottom. Is there a kind of a bottom that you're envisioning as far as spread level declines just among the general economic environment for deal flow?

Yeah, I mean, it's just hard to prognosticate and look forward and say where everything's going to go. I guess I just point to a couple of things. Number one, spreads for the last three quarters now have been stable in the market. So it feels like we've found a bottom for now. And I think that's due to you know, just overall transaction activity starting to come back. I think it's also due to just the fact that, you know, private credit managers have dividends to pay and we sort of found where this floor seems to be at least now for the last three or four quarters. So that's one important point to look at. Again, I would probably just remind people, our third quarter originations showed spread widening. Modest, but some spread widening. I talked about it already. We put out $3.9 billion at S plus 560 at 4.8 times leverage. So that feels like a pretty good environment to be investing into and doesn't really suggest that we are in a race to the bottom type environment. But, you know, like I said, not going to sit here and really try to predict too much what's going to happen in the future. Got it. Appreciate the call. Thank you.

Thank you. We'll connect now to Ethan Kay at Lucid Capital Markets.

Hey, guys. Thanks for taking my question. Maybe nitpicking here a little bit, given very solid results, but... dividend income came in a tad bit softer quarter over quarter. It looks like the distribution from Ivy Hill was stable. There were some exits of equity positions, as you guys talked about, which ostensibly is a factor there. But can you talk about if there was maybe anything else that might have contributed to that kind of evolution in dividend income. And then as a quick follow-up, can you kind of remind us of the sensitivity of IHAM's dividend to changes in interest rates, given the fact that, you know, it's largely underlying, you know, the underlying is largely floating rate debt?

Yeah, on the dividend, yeah, you hit it. There's a couple of things there. There were some non-recurring dividends that we got last quarter, but we also just saw some of the exits of our preferred yielding preferred equity that exited the quarter, and so the dividend income came down for those two factors. I will note that most of those preferred investments that paid off were picking, so that certainly helped the collection of our pick, which I know has been a hot topic for investors as of late.

Yeah, we didn't even really hit that, but we had a great pick collections quarter. I knew we do get a lot of questions about that, and that obviously just occurred with pickup and transaction volume. And I think on the Ivy Hill question, I think you're asking about sustainability of Ivy Hill dividends and interest rate sensitivity. I mean, obviously, yeah, Ivy Hill invests in floating rate assets. They have floating rate liabilities as well. And we think about the Ivy Hill dividend very similarly to the ARCC dividend, where the We think there are reasons why we think it's very sustainable. One thing I'll point out is, like the ARCC dividend, Ivy Hill is currently out-earning its dividend pretty materially. In the third quarter, we were about 107% dividend coverage at Ivy Hill. And there also exists $130 million of retained earnings. down at Ivy Hill as well. So we feel like there's, you know, a lot of reasons why that dividend should be sustainable in all different kinds of environments. Excellent. Thank you, guys.

Thank you. And just a quick reminder, ladies and gentlemen, any further questions, please press star 1. We'll go next now to Brian McKenna at Citizens.

Great. Thanks for squeezing me in here. So credit quality remains resilient. And as you mentioned, non-accrual is still well below that historical 3% average. But why do you think credit has been so resilient outside of any broader macro reasons? Is it where your exposures sit from a sector perspective, how you structure deals and price risk, or is it being driven by greater levels of scale? And as your platform gets bigger and bigger, it's really just driving better outcomes for all stakeholders through the cycle.

yeah thanks brian um all of the above uh you know for sure i think as a reminder one of the benefits of running a bdc is we don't have to manage to an index so we can select industries that are you know defensive and that work well for credit investing so you know we've avoided a lot of industries that have been showing softness uh of late and we've been leaning into industries that are very consistent growers. And so I think certainly industry selection and industry diversification as well have been really important drivers of our outperformance on credit. And then certainly, look, you mentioned scale, so I have to take the opportunity to hit on that. The scale of our platform is unmatched, and our ability to originate an incredibly broad amount of deals into our system allows us to be very, very selective. The more opportunities we can see, the more selective we can be, and the better able we are to find the market-leading companies, the best companies in all of these different industries then choose to invest in those companies and then pass on the other opportunities if your funnel is more narrow obviously our job is to put money to work and so you're going to put money to work into lower quality companies so that that that larger funnel I think is a huge advantage comes from our scale comes from our size of our team the tenure of our team as well the fact that we've all been working together for such a long time and I think just the DNA in our system around underwriting and credit is has been passed down and just continues to get reinforced throughout the years. So I think he hit on all the reasons, Brian, but thanks for giving me the opportunity to talk more about him.

Yeah, sure thing. Appreciate the context as always. And then just one quick one, if I may, and you touched on this a little bit, but looking back historically at periods of volatility, you know, really when liquidity dries up, how much incremental spread on average have you been able to capture in those environments? I appreciate every period of volatility is a little bit different, but I'm trying to figure out, is there a way to quantify this dynamic and ultimately how much incremental ROE is generated from these types of situations through the cycle for ARCC?

I don't know there's a way to really quantify it just because everything's so different. It all depends on so many different factors, right? What's the broadly syndicated market doing? What are base rates doing? How bad do people feel about the dislocation? I mean, a couple examples just to point to recently with the Liberation Day and the tariffs back in April, there was probably a multi-week period where we were able to capture... you know, 50 basis points of increased spread and maybe another 50 basis points of increased upfront fee. Um, so, you know, call it maybe 75 basis points or so of total yield. Um, you know, but that wasn't very long lasting. Uh, but there were certainly a couple of transactions that were going into signing that we were able to move terms on and rightly so because it was a, an uncomfortable and a difficult period to be investing in for most people. And then, you know, you look back in the period in 2022, late 2022, you know, I think we saw spreads widen by 150 basis points back then, and fees probably widened by 100 basis points, upfront fees, and that was more driven just by banks exiting the market, the broadly syndicated market shutting down entirely because banks were hung on transactions as rates rose and they couldn't sell them. And so that just created a huge imbalance in the competitive landscape and the supply of capital. So really, it's just those are two recent examples of very different movements and spread and for different reasons. And it's just really hard to generalize.

Thanks so much.

Thank you. Mr. Stommel, it appears we have no further questions this afternoon, so I'd like to turn the conference back to you for any closing comments.

Okay. Okay, great. Thank you all for joining us today and for all your continued support, and we look forward to seeing you on our next quarterly call.

Thank you, Mr. Stommel. Again, ladies and gentlemen, that will conclude today's conference call. Again, thanks so much for joining us, everyone, and we wish you all a great day. Goodbye.